Anthropic Opens Its IPO Roadshow at $70 to $78 a Share

Anthropic, PBC launched the roadshow for its proposed IPO on November 10, offering 825,000,000 Class A shares at an expected $70.00 to $78.00. The company applied to list on the Nasdaq Global Select Market under the symbol ANT. The registration statement is filed and is not yet effective.

The numbers

• 825,000,000 Class A shares in the base deal. Anthropic is selling 801,351,354. Selling stockholders are selling 23,648,646. Anthropic receives nothing from the selling stockholders' shares. Those counts are in Anthropic's roadshow post and in Amendment No. 2 to Form S-1, filed November 10, registration number 333-299633.
• A 30-day option for the underwriters to buy up to 123,750,000 more Class A shares from Anthropic, equal to 15 percent of the 825 million share base. The cover prices that option at the IPO price less the underwriting discount.
• At $78, the 825 million shares are worth $64.35 billion before fees. Anthropic's own shares in that total are worth about $62.51 billion. The rest belongs to the selling stockholders. At $70 the same 825 million shares are worth $57.75 billion. CNBC described the top figure as proceeds. The filing separates the company sale from the stockholder sale.
• Reported valuations do not share one denominator. CNBC put a fully diluted value at up to about $1.405 trillion at $78, against a $965 billion valuation from a May round. TechCrunch, reading the same filing, put the fully diluted figure at $1.404 trillion. Quartz, citing The Wall Street Journal, said Anthropic is targeting a valuation near $1.33 trillion, and that a midpoint deal would bring in upwards of $61 billion. Quartz, citing CNN, put the midpoint near $1.1 trillion once options and unvested stock are counted. The cover prints a price range, not a valuation.

The $26 billion private placement

The same amendment says Google, Nvidia, AMD, Broadcom, Micron, Microsoft, and TSMC Partners have agreed, severally and not jointly, to buy an aggregate of $26.0 billion of Class N common stock at the IPO price. The placement is scheduled to close immediately after the offering, if its conditions are met. The underwriters take no discount on those shares. The shares are not registered in the IPO, are not subject to underwriter lock-ups, and are restricted securities.

At the $74 midpoint, the filing spells out the split. Google and Nvidia would each buy about $10.0 billion, or 135,135,135 shares. AMD would buy about $2.5 billion. Broadcom, Micron, and Microsoft would buy about $1.0 billion each. TSMC Partners would buy about $500 million. The cover says Google's purchase funds a portion of an earlier commitment. Class N shares have no vote except where the law requires one, and they generally convert to Class A if sold to an unaffiliated buyer.

Who is on the cover

The prospectus cover lists Goldman Sachs and Morgan Stanley first, then J.P. Morgan, Citigroup, Barclays, and Wells Fargo Securities, with a longer syndicate under them. Anthropic's roadshow post tells readers to request the preliminary prospectus from Goldman Sachs or Morgan Stanley.

CNBC reported, citing people familiar with the details, that the company plans to price on November 18 and trade on November 19, and that it is targeting a retail allocation of about 20 percent. The people said the book is already covered at $70 to $78. Those dates, the retail share, and the book status are not in the roadshow post.

What the filing says about the business

CNBC, citing the amended filing, reported revenue of $33.24 billion for the nine months ended September 30, up roughly 1,200 percent from a year earlier, and a net loss of $104 billion over that stretch. Most of the loss, CNBC wrote, came from the change in fair value of convertible notes and derivative liabilities. The same report said run-rate revenue was roughly $81 billion at the end of October, up $10 billion from the prior month. TechCrunch reported nine-month revenue of $33.2 billion and the same $81 billion run-rate. Quartz attributed the same revenue, loss, and run-rate figures to the amended filing.

The cover also describes the vote. Immediately before the offering, a founder vehicle receives one Class F share with 50.1 percent of the voting power on matters put to stockholders generally. Dario Amodei, CEO, and Daniela Amodei, president and chair, plus the other five co-founders, start as the members of that vehicle. The Long-Term Benefit Trust, through Class T stock, generally elects a majority of the board. Each Class A share gets one vote. Class F and Class T have no economic rights.

Our aim is to help humankind chart a safe course through this technological evolution, open new frontiers of discovery, and bring forth an age of miracles.

Anthropic's co-founders, in the prospectus, as quoted by CNBC

What we are watching

The registration statement is not effective, so the shares cannot be sold yet. The price is still a range. CNBC's November 18 pricing date and November 19 first trade are reported by people familiar with the details. The fully diluted value is a newsroom figure, and CNBC, TechCrunch, the Journal, and CNN are not measuring it the same way. The $26 billion Class N placement is in the filing, and it still depends on the offering closing.